UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2015
VWR Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36673 | | 26-0237871 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Radnor Corporate Center
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (610) 386-1700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 — Registrant’s Business and Operations
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 18, 2015, certain subsidiaries of VWR Corporation (the “Company”) amended and extended its accounts receivable securitization facility (the “A/R Facility”) by entering into (i) Amendment No. 5 to Receivables Purchase Agreement and Reaffirmation of Performance Guaranty among VWR Receivables Funding, LLC, VWR International, LLC, PNC Bank, National Association, as Administrator, LC Bank, Related Commitment Purchaser and Purchaser Agent for the PNC Purchaser Group (the “RPA Amendment”) and (ii) Amendment No. 1 to Purchase and Sale Agreement between the various entities listed on Schedule I thereto as Originators and VWR Receivables Funding, LLC (the “PSA Amendment”).
The RPA Amendment extended the final stated maturity date on the A/R Facility to May 18, 2018, and decreased the interest rate on borrowings to one-month U.S. Libor plus a spread of 1.15% per annum. Funding levels under the A/R Facility will remain unchanged at an amount not to exceed $175.0 million.
The A/R Facility will continue to include customary representations and covenants under the agreements, including a revised consolidated interest expense test if the Company’s available liquidity is less than $115.0 million.
The Company paid customary fees to the arranger for this financing. Copies of the RPA Amendment and PSA Amendment are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.
Section 2 — Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 with respect to the A/R Facility is incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Amendment No. 5 to Receivables Purchase Agreement and Reaffirmation of Performance Guaranty, dated May 18, 2015, among VWR Receivables Funding, LLC, VWR International, LLC, PNC Bank, National Association, as Administrator, LC Bank, Related Commitment Purchaser and Purchaser Agent for the PNC Purchaser Group |
| |
| 10.2 | | Amendment No. 1 to Purchase and Sale Agreement between the various entities listed on Schedule I thereto as Originators and VWR Receivables Funding, LLC |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | VWR Corporation |
| | | |
| Date: May 19, 2015 | | | | By: | | /s/ Douglas J. Pitts |
| | | | Name: | | Douglas J. Pitts |
| | | | Title: | | Vice President and Corporate Controller |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Amendment No. 5 to Receivables Purchase Agreement and Reaffirmation of Performance Guaranty, dated May 18, 2015, among VWR Receivables Funding, LLC, VWR International, LLC, PNC Bank, National Association, as Administrator, LC Bank, Related Commitment Purchaser and Purchaser Agent for the PNC Purchaser Group |
| |
| 10.2 | | Amendment No. 1 to Purchase and Sale Agreement between the various entities listed on Schedule I thereto as Originators and VWR Receivables Funding, LLC |
